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EXHIBIT 10.1.2
SECOND AMENDMENT TO US CREDIT AGREEMENT
THIS SECOND AMENDMENT TO US CREDIT AGREEMENT (herein called this
"Amendment") made as of June 27, 2001 by and among Devon Energy Corporation, a
Delaware corporation ("US Borrower"), Bank of America, N.A., individually and as
administrative agent ("US Agent"), and the US Lenders party to the Original
Agreement defined below ("US Lenders").
WITNESSETH:
WHEREAS, US Borrower, US Agent and US Lenders entered into that certain
US Credit Agreement dated as of August 29, 2000 (as amended, supplemented, or
restated to the date hereof, the "Original Agreement"), for the purpose and
consideration therein expressed, whereby US Lenders became obligated to make
loans to US Borrower as therein provided;
WHEREAS, US Borrower, US Agent and US Lenders desire to amend the
Original Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Agreement, in
consideration of the loans which may hereafter be made by US Lenders to US
Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
ARTICLE I.
Definitions and References
Section 1.1. Terms Defined in the Original Agreement. Unless the
context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Agreement shall have the same meanings whenever
used in this Amendment.
Section 1.2. Other Defined Terms. Unless the context otherwise
requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this Section 1.2.
"Amendment" means this Second Amendment to US Credit
Agreement.
"US Agreement" means the Original Agreement as amended hereby.
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ARTICLE II.
Amendments to Original Agreement
Section 2.1. Defined Terms. The following additional defined terms are
hereby added to Annex I of the Original Agreement in appropriate alphabetical
order to read as follows:
"Devon Stock Repurchases" the purchase, redemption, or other
acquisition for value by US Borrower of shares of its Common Stock, par
value $0.10.
"Repurchased Devon Stock" means the shares of US Borrower's
Common Stock, par value $0.10, repurchased by US Borrower pursuant to
Devon Stock Repurchases.
Section 2.2. Use of Proceeds. The next to last sentence of Section 1.4
of the Original Agreement is hereby deleted and the following new sentence is
hereby substituted therefor:
"In no event shall the funds from any US Loan or any Letter of Credit
be used directly or indirectly by any Person for personal, family,
household or agricultural purposes or for the purpose, whether
immediate, incidental or ultimate, of purchasing, acquiring or carrying
any "margin stock" (as such term is defined in Regulation U promulgated
by the Board of Governors of the Federal Reserve System) or to extend
credit to others directly or indirectly for the purpose of purchasing
or carrying any such margin stock; provided that US Borrower may make
Devon Stock Repurchases in compliance with such Regulation U and the
other provisions of this Agreement."
Section 2.3. Limitation on Restricted Payments. Section 7.5 of the
Original Agreement is hereby amended in its entirety to read as follows:
"Section 7.5. Limitation on Restricted Payments. The aggregate
amount of Restricted Payments made by the Restricted Persons during any
Fiscal Year shall not exceed twenty percent (20%) of the book value of
the Consolidated Assets of US Borrower as of the end of the immediately
preceding Fiscal Year, as adjusted to take into account any increase
associated with an acquisition or merger."
Section 2.4. Disclosure Schedule. Paragraph 6 of the Disclosure
Schedule to the Original Agreement is hereby deleted and replaced by the list
set forth in Schedule 1 hereto, on which the following two new Subsidiaries have
been added: Tall Grass Gas Services, L.L.C. and Devon Energy Charitable
Foundation.
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ARTICLE III.
Conditions of Effectiveness
Section 3.1. Effective Date. This Amendment shall become effective as
of the date first above written when and only when:
(a) US Agent shall have received all of the following, at US Agent's
office, duly executed and delivered and in form and substance satisfactory to US
Agent, all of the following:
(i) this Amendment executed by US Borrower, US Agent and US
Required Lenders;
(ii) a certificate of the Senior Vice President - Finance or
the Treasurer of US Borrower dated the date of this Amendment
certifying: (i) that all of the representations and warranties set
forth in Article IV hereof are true and correct at and as of such date,
and (ii) that no Default exists at and as of such date.
(b) US Borrower shall have paid, in connection with such US Loan
Documents, all fees and reimbursements to be paid to US Agent pursuant to any US
Loan Documents, or otherwise due US Agent and including fees and disbursements
of US Agent's attorneys.
ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and Warranties of US Borrower. In order to
induce each US Lender to enter into this Amendment, US Borrower represents and
warrants to each US Lender that:
(a) The representations and warranties contained in Article V of the
Original Agreement are true and correct at and as of the time of the
effectiveness hereof, except to the extent that the facts on which such
representations and warranties are based have been changed by the extension of
credit under the US Agreement.
(b) US Borrower is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to borrow monies and to
perform its obligations under the US Agreement. US Borrower has duly taken all
corporate action necessary to authorize the execution and delivery of this
Amendment and to authorize the performance of the obligations of US Borrower
hereunder.
(c) The execution and delivery by US Borrower of this Amendment, the
performance by US Borrower of its obligations hereunder and the consummation of
the transactions
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contemplated hereby do not and will not (i) conflict with any provision of (A)
any Law, (B) the organizational documents of US Borrower, or (C) any agreement,
judgment, license, order or permit applicable to or binding upon US Borrower
unless such conflict would not reasonably be expected to have a Material Adverse
Effect, or (ii) result in or require the creation of any Lien upon any assets or
properties of US Borrower which would reasonably be expected to have a Material
Adverse Effect, except as expressly contemplated or permitted in the Loan
Documents. Except as expressly contemplated in the Loan Documents no consent,
approval, authorization or order of, and no notice to or filing with, any
Tribunal or third party is required in connection with the execution, delivery
or performance by US Borrower of this Amendment or to consummate any
transactions contemplated by this Amendment, unless failure to obtain such
consent would not reasonably be expected to have a Material Adverse Effect.
(d) When duly executed and delivered, each of this Amendment and the US
Agreement will be a legal and binding obligation of US Borrower, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency or
similar laws of general application relating to the enforcement of creditors'
rights and by equitable principles of general application.
(e) The audited annual Consolidated financial statements of US Borrower
dated as of December 31, 2000 and the unaudited quarterly Consolidated financial
statements of US Borrower dated as of March 31, 2001 fairly present the
Consolidated financial position at such dates and the Consolidated statement of
operations and the changes in Consolidated financial position for the periods
ending on such dates for US Borrower. Copies of such financial statements have
heretofore been delivered to each US Lender. Since such dates no material
adverse change has occurred in the financial condition or businesses or in the
Consolidated financial condition or businesses of US Borrower.
ARTICLE V.
Miscellaneous
Section 5.1. Ratification of Agreements. The Original Agreement as
hereby amended is hereby ratified and confirmed in all respects. The US Loan
Documents, as they may be amended or affected by this Amendment, are hereby
ratified and confirmed in all respects. Any reference to the US Agreement in any
Loan Document shall be deemed to be a reference to the Original Agreement as
hereby amended. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of US Lenders under the US Agreement or any other US Loan
Document nor constitute a waiver of any provision of the US Agreement or any
other US Loan Document.
Section 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of US Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loans, and shall further survive until
all of the Obligations are paid in full. All statements and agreements
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contained in any certificate or instrument delivered by US Borrower or any
Restricted Person hereunder or under the US Agreement to any US Lender shall be
deemed to constitute representations and warranties by, and/or agreements and
covenants of, US Borrower under this Amendment and under the US Agreement.
Section 5.3. US Loan Documents. This Amendment is a US Loan Document,
and all provisions in the US Agreement pertaining to US Loan Documents apply
hereto.
Section 5.4. Governing Law. This Amendment shall be governed by and
construed in accordance the laws of the State of Texas and any applicable laws
of the United States of America in all respects, including construction,
validity and performance.
Section 5.5. Counterparts; Fax. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment may be validly executed by facsimile or
other electronic transmission.
THIS AMENDMENT AND THE OTHER US LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
DEVON ENERGY CORPORATION
US Borrower
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President - Finance
ABN AMRO BANK, N.V.
Lender
By: /s/
--------------------------------------
Name:
Title:
By: /s/
--------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.,
Administrative Agent, US LC Issuer
and Lender
By: /s/ J. Xxxxx Xxxxxx
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Name: J. Xxxxx Xxxxxx
Title: Managing Director
BANK OF MONTREAL
Lender
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
BANK OF TOKYO - MITSUBISHI LTD.
HOUSTON AGENCY
Lender
By: /s/
--------------------------------------
Name:
Title:
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BANK ONE, NA
Lender
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director, Capital Markets
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH
Lender
By: /s/ Xxxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
CIBC, INC.
Lender
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Authorized Signatory
CITIBANK, N.A.
Lender
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-In-Fact
CREDIT LYONNAIS NEW YORK BRANCH
Lender
By: /s/ Philippe Soustra
--------------------------------------
Name: Philippe Soustra
Title: Executive Vice President
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DEUTSCHE BANK AG NEW YORK
AND/OR CAYMAN ISLANDS
BRANCH
Lender
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
FIRST UNION NATIONAL BANK
Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
Lender
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
Lender
By: /s/ Xxxxx X. Edge
--------------------------------------
Name: Xxxxx X. Edge
Title: Director
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THE BANK OF NEW YORK
Lender
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
Lender
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President & Manager
TORONTO-DOMINION (TEXAS), INC.
Lender
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
UMB BANK
Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Community Bank President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
Lender
By: /s/
--------------------------------------
Name:
Title:
By: /s/
--------------------------------------
Name:
Title:
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SCHEDULE 1
AMENDMENT TO DISCLOSURE SCHEDULE
6. Section 5.11 US Borrower's Subsidiaries: The following entities are,
directly or indirectly, wholly owned by US Borrower (unless otherwise noted):
Devon Energy Corporation (Oklahoma), an Oklahoma corporation
Devon Energy Management Company, L.L.C.
Devon Financing Trust II
DBC, Inc., an Oklahoma corporation
Devon Holding Corporation, f/k/a/ Devon Acquisition
Corporation, a Delaware corporation
Devon Production Corporation, a Nevada corporation
Catclaw Pipeline, Inc., an Oklahoma corporation
Northstar Energy Corporation (100% of common shares)
Devon Energy Canada, Ltd.
Devon Energy Insurance Company Limited
Richland Development Corporation
Canoa Ranch Corporation
Richland Transition Company
Strategic Trust Company
Vermejo Park Corporation
Vermejo Minerals Corporation
Devon Financing Trust (100% of common securities)
Thunder Creek Gas Services, L.L.C. (75%)
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Xxxx Xxxxx Processors, L.L.C.
American Sulphur Export Corporation (50%) which owns 100% of
Amsulex, Inc.
Foothills Partnership (1%)
Xxxxxxxx Nuclear Inc.
Devon Energy Partners A Limited Partnership
Mountain Energy Inc.
Northstar Energy Partnership
Devon Energy Production Company, L.P.
Bonito Pipe Line Company
Cachuma Gas Processing Company
Canyon Reef Carriers, Inc.
Capitan Oil Pipeline Company
Pennzoil Energy Marketing Company
Pennzoil Gas Marketing Company
Devon Energy International Company
Pennzoil Asiatic Inc.
Devon Energy Egypt, Inc.
Pennzoil Qatar Inc.
Azerbaijan International Operating Corporation (5%)
Caspian International Petroleum Company (30%)
Devon Energy Beni Suef Inc.
Devon Energy Caspian Corporation
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Pennzoil Caspian Development Corporation
Devon Energy Exploration Brazil, Inc.
Devon Energy Brasil, Ltda.
Devon Energy Qatar Production, Inc.
Devon Energy Red Sea, Inc.
Fanar Petroleum Company (50%)
Devon Energy Sinai, Inc.
Devon Energy Suez, Inc.
Pennzoil Venezuela Corporation SA
Nueces Intrastate Pipe Line Company
Devon Energy Intrastate Pipeline Company
Devon Energy Offshore Pipeline Company
Devon Energy Petroleum Pipeline Company
Pennzoil Petroleums Ltd.
Pennzoil Resources Canada Ltd.
PennzEnergy (U.K.) Company
Pepco Partners, L.P. (20%)
Sisquoc Gas Pipeline Company
Tiburon Transport Company
892306 Alberta Ltd..
Canadian Gas Gathering Systems II, Inc.
167496 Canada Ltd. (64%)
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Devon-Xxxxxx Company
Xxxxxxxx Gas Gathering Inc.
Xxxxxxxx Operating Company Ltd.
Xxxxxxxx Petroleums, Ltd.
Northstar Energy Inc.
Richland Properties Company, L.L.C.
BN Coal, L.L.C.
BN Non-Coal, L.L.C.
B&N Co. A Limited Partnership
Xxxxxxxxx & Xxxxxxx Co. A Limited Partnership
Devon SFS Operating, Inc. (formerly Devon Merger Co./Santa Xx
Xxxxxx Corporation)
Santa Fe Platform Management, Inc.
Security Purchasing, Inc.
Xxxxxx Fluid Technology, Inc.
Xxxxxx Gas Marketing, Inc.
SOCO Technologies, Inc.
SOCO Gas Systems, Inc.
SOCO Louisiana Leasing, Inc.
Adobe Offshore Pipeline Company
Santa Fe Pacific Fuels Company
Mexican Flats Service Company, Inc.
Wyoming Gathering and Production Company, Inc.
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SOCO International, Inc.
SOCO International Holdings, Inc.
Santa Fe Energy Resources (Delaware), Ltd.
SFERI, Inc.
Santa Fe Energy Resources of Ghana, Ltd.
Santa Fe Energy Resources International, Ltd.
Santa Fe Energy Resources (New Ventures II), Ltd.
Santa Fe Energy Resources (New Ventures III), Ltd.
Santa Fe Energy Resources (New Ventures IV), Ltd.
Santa Fe Energy Resources (Cote D'Ivoire) Ltd.
Santa Fe Energy Resources Port Bouet Ltd.
Santa Fe Energy Resources (Bermuda) Limited.
Santa Fe Energy Resources Kepala Burung Limited
Santa Fe Energy Resources Bangko Ltd.
Santa Fe Energy Resources Pagatan Ltd.
Santa Fe Energy Resources of China, Ltd.
Santa Fe Energy Resources of Malaysia, Ltd.
Santa Fe Energy Resources (Thai Holding), Ltd.
Santa Fe Energy Resources (Thailand), Ltd.
Santa Fe Energy Resources Congo, Ltd.
Santa Fe Energy Resources Gabon (Agali), Ltd.
Santa Fe Energy Resources (Brazil Holdings I), Ltd.
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Santa Fe Energy Resources (Brazil Holdings II), Ltd.
SFR Petroleo Do Brazil Ltda.
SFS (International), Ltd.
SFS (Holdings), Ltd.
Santa Fe Energy Resources (Jabung), Ltd.
Santa Fe Energy Resources Limited
Santa Fe Energy Resources of Gabon, Ltd.
Petrolera Santa Fe S.A.
Braemar Shipping Company Limited
Santa Fe Energy Resources South East Asia Limited
746481 Alberta Ltd.
Trend Exploration (PNG) Party Ltd.
Santa Fe Energy Resources of Gabon (Mondah Bay), Ltd.
Santa Fe Energy Resources of Canada, Inc.
Santa Fe Energy Resources of Myanmar, Ltd.
Petrolera Santa Fe (Columbia), Ltd.
Santa Fe Energy Resources of Peru, Ltd.
Santa Fe Energy Resources of Bolivia, Inc.
Santa Fe Energy Company of Argentina
Trend Argentina S.A.
Santa Fe Energy Resources of Morocco, Ltd.
Gulf Coast American Corp.
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SFS Malta One, Inc.
SFS Malta Two, Inc.
SFS (France) SARL
Ceara Star (Malta) Ltd.
SFS Malta Holding Company Ltd.
SFS Malta International Trading Company Ltd.
Tall Grass Gas Services, L.L.C.
Devon Energy Charitable Foundation
